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The name of the corporation is MAINE ASSOCIATION OF PROFESSIONAL ACCOUNTANTS.

ARTICLE II

Its principal office in the State of Maine shall be located at the office of its current secretary.

ARTICLE III

The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

The Association is organized for the purpose of elevating and maintaining among its members a high standard of proficiency and integrity; to promote and to protect the interest of public accountants by encouraging improvements in the laws affecting accountancy; to cultivate a spirit of professional cooperation among its members; to establish goodwill and understanding between the general public and the public accounting profession throughout the State of Maine and to do this according to the Code of Ethics and Rules of Professional Conduct, to encourage the improvements of accounting education of young men and women, and furnish information regarding accountancy and its practices and methods to persons interested.

Acting through its Board of Directors, its President, and other officers, subject to the powers and restrictions of this Certificate of Incorporation and its By-laws to do such acts as are necessary or convenient to the attainment of the objects and purposes herein set forth, and to the same extent and as fully as any natural person might or could do.

To do any acts necessary or expedient for carrying on any and all of the activities and pursuing any and all of the objects and purposes set forth in this Certificate of Incorporation and not forbidden by the Laws of the State of Maine.

To have officers and promote and carry on its objects and purposes within the State of Maine.

In general, to have all powers conferred upon a corporation by the Laws of the State of Maine except as prohibited in this Certificate or forbidden by the By-laws of this corporation.

ARTICLE IV

This Corporation shall not have any capital stock and shall not be conducted for profit. It is a nonprofit corporation. It shall have the right to collect dues, levy assessments, and do any other activities incidental to carrying out the objects of the association.

ARTICLE V

The names and places of residence of the incorporators are as follows:

Names: Gilbert C. Stockson Res. So. Portland, Maine

Clarence B. Kneeland Portland, Maine

Jeannette S. Dennison Rockland, Maine

ARTICLE VI

The Corporation shall have perpetual existence. In the event of dissolution of the Corporation, the Board of Directors, after paying or making provision for payment of all of the liabilities of the Corporation, shall transfer all of the assets of the Corporation to the National Society of Public Accountants.

ARTICLE VII

The private property of the members shall not be subject to the payment of corporate debts.

ARTICLE VIII

The membership of the Maine Association of Professional Accountants shall be as follows: Active Membership and Associate Members. The qualifications of members of the Association shall be in accordance with standards prescribed by the Bylaws of the Association. The rights, privileges and obligations of membership in the Association, and the remedies for violation of such, shall be prescribed by the Bylaws.

ARTICLE IX

The governing body of the Association shall be its Board of Directors who shall be elected by the members of the association in accordance with the procedures prescribed by the Bylaws of the Association.

ARTICLE X

The seal of the Association shall be a band on which shall be inscribed "Maine Association of Professional Accountants" and within the band an outline map of the State of Maine and within the map a pine tree. Under the map shall be inscribed "Organized 1976".

ARTICLE XI

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon members herein are granted subject to the reservation. Amendments to this Constitution may be made at any Annual Meeting. The Corporation may in its Bylaws confer powers upon its Board of Directors in addition to the powers specifically conferred herein, and in addition to the powers and authorities expressly conferred upon it by statute.

BYLAWS

ARTICLE I

MEMBERSHIP

Membership the Maine association of Professional Accountants shall consist of two classes: Active Members and Associate Members.

All applicants for membership must be of good moral character; must pledge to conform to the Maine Association of Professional Accountants Rules of Professional Conduct; and shall be residents of the United States or its Territories or have a place of business in the United States.

Only those persons who possess a valid license as a Public Accountant or Certified Public Accountant and persons accredited in accountancy or taxation by the Accreditation Council for Accountancy (NSPA) or enrolled to practice before the Internal Revenue Service shall be eligible for Active membership.

Persons may be eligible for Associate membership who qualify in any one of the following categories:

Employees of Accounting Firms

Educators in Accounting and Taxation

Accountants in Governmental Services

Accountants Employed by Private Organizations

Accountants of Banks or other Financial Institutions

Principals or employees of an established tax preparation or bookkeeping service

Students of accountancy

Honorary Membership may be granted, by a two-thirds (2/3) vote of the Board of Directors, to any individual in recognition of his or her outstanding service to the Association and/or the Accounting profession. Applications for Honorary membership must be presented to the Board of Directors in writing and stating the reasons for granting such membership. Honorary member shall not be subject to annual dues or assessments.

The Board of Directors may confer the title of Life Member on any member who has been approved by a two-thirds (2/3) vote of the directors present and voting. Life Members shall not be subject to any annual dues or assessments.

Only Active Members shall be eligible to vote or hold office. Associate Members shall have all the privileges of Active Members except those of voting and holding office.

No persons qualified for membership shall be disqualified because of race, color creed or sex.

ARTICLE II

ADMISSION TO MEMBERSHIP

Application for membership in the Association shall be on a form approved by the Board of Directors and forwarded to the Secretary. The Board of Directors shall establish procedures for the processing of application and the evaluation of a candidate's character and qualifications; provided, such procedures are consistent with the Constitution and Bylaws of the Association. The Board shall have the right of final acceptance or rejection of all applications and shall consider all communications received concerning any candidate.

Application fees for Active or Associate Membership shall be prescribed by the Board of Directors.

The Board of Directors shall have the power to prescribe rules and regulations pertaining to membership, including the receipt and collection of dues, the issuing of certificates and all other matters necessary to the proper administration of the membership not inconsistent with the Constitution and Bylaws of the Association.

All appeals resulting from rejection of membership applications shall be filed in writing with the Board of Directors. the actions of the Board of Directors in such matters shall be final.

A member may at any time file his resignation in writing with the Secretary of the Association and it shall become effective as of the date it was filed.

ARTICLE III

DUES

The annual dues of the members shall be set by the Board of Directors and shall be payable on or before July 1 for the ensuing fiscal year. All dues shall be paid in advance and dues for new members shall commence on the first day of the month following acceptance into membership and shall be apportioned to the end of the fiscal year.

The Board of Directors may levy such additional assessments as are necessary to carry out the activities of the Association upon ratification by two-thirds (2/3) majority of the members of the Association actually voting by referendum.

If any member shall fail to pay dues within sixty (60) days after the same shall have become payable, it shall be the duty of the Treasurer to send by mail to each member so in default a notice to the effect that, unless such dues are paid within fifteen (15) days thereafter, such member is subject to suspension; provided, that any member whose dues delinquency shall extend six months shall be subject to immediate suspension without further notice.

If any member shall have been suspended for non-payment of dues and his record discloses no complaints or charges, he may be eligible for reinstatement by forwarding a written request to the Secretary with one year's dues in full.

Any member who becomes totally disabled may apply in writing for a waiver of dues for the duration of total disability. Such application shall be made to the Secretary of the Association. Such application shall be subject to review and approval of the Board of Directors.

ARTICLE IV

SUSPENSION OR EXPULSION OF MEMBERS

A member renders himself liable to suspension or expulsion if;

he refuses or neglects to give effect to any decision of the Association or the Board of Directors in association and accounting matters or

he violates any of the Bylaws or any of the rules of professional conduct as approved by the Board of Directors

or

his license to practice Public Accountancy is withdrawn or revoked by the State of Maine, and such withdrawal or revocation remains in effect, or

he has been declared by a court of competent jurisdiction to have committed any fraud, or to be insane, or to be otherwise incompetent, or

he is convicted of a crime involving moral turpitude, or

he is found by the Trial Board to be guilty of any act that reflects discredit upon the accounting profession.

ARTICLE V

CHARGES, TRIALS AND PENALTIES

Any complaint or charge against a member under Article IV shall be filed in writing with the Secretary who shall forward same to the Committee on Ethics and Grievances and/or the Board of Directors.

The Committee on Ethics and Grievances shall consider the charges in the complaint. If, after considering the charges, the Committee by majority vote does not consider that a violation has been committed, the Committee shall dismiss the complaint by notice in writing to the complainant. If the Committee shall dismiss any complaint against a member, or shall fail to act thereon within ninety (90) days after such complaint is received by it, the member filing the complaint may present the complaint in writing to the Board of Directors for investigation and decision. If, upon consideration of the changes in the complaint, the Committee on Ethics and Grievances is of the opinion that probable cause existed for the filing of the complaint, then the Committee shall request the Secretary to notify the accused member in writing of the charges against him and summon him to appear before the Trial Board to answer at the time and place of the next meeting of the Trial Board.

The President of the Association shall appoint three members to constitute a Trial Board which shall meet for hearing of cases not less than thirty (30) days nor more than ninety (90) days of the filing of such case with it. The President may, at his discretion appoint additional members to the Trial Board as he deems necessary

As rules of procedure in the conduct of cases before the Trial Board, the following is provided: Notice of the time and place of the hearing shall be sent by the Secretary to the parties concerned at least thirty (30) days prior to the proposed session of the Trial Board. The committee on Ethics and Grievances, or a member or representative thereof, shall present any evidence of the alleged violation or violations and shall have the burden of proof in matters before the Trial Board. After hearing the evidence presented by the Committee on Ethics and Grievances, or a member representative thereof, and by the defense, the Trial Board, by a majority vote of the members present and voting, shall enter its written order and recommend acquittal, censure, suspension for a period of time not to exceed one year, or expulsion of the member against whom the complaint has been filed. The Trial Board shall submit a statement of the case and its order to the Board of Directors.

The member against whom an order of the trial Board is entered shall have the right to appeal to the Board of Directors within ninety (90) days from submission of the Trial Board's statement of the case and its order for review of the record of the case before the Trial Board. The Board of Directors shall review the record on appeal and enter its decision, either sustaining or denying the action of the Trial Board. There shall be no appeal from the decision of the Board of Directors.

If no appeal to the Board of Directors is taken by the defendant member within the time herein provided, the Secretary shall notify the Board of Directors of such fact and the action recommended by the Trial Board shall be carried out immediately.

ARTICLE VI

OFFICERS OF THE ASSOCIATION

The officers of the Association shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer. The officers shall be elected by a majority vote of the Active Members present at the annual meeting of the Association. Such officers shall serve for one year or until their successors are duly elected and qualified.

The President shall be the Chief Executive Officer of the Association. The President shall preside at all meetings of the Board of Directors, at the Annual Meeting and at such other meetings of the membership as may be set by the Board of Directors. The President shall sign or have his signature printed on all certificates of membership. The President shall be an ex-officio member of all committees. The President may appoint any committee as the President may deem advisable to promote the welfare of the Association. The President may suspend and temporarily remove any committeeman appointed by him for neglect of duty, gross inefficiency or violation of the Constitution or Bylaws. The President shall do any and all things that, with the approval of the Board of Directors, the President may deem necessary to carry out the provisions of the Constitution, to protect the rights and interests of the Association, and to promote the common welfare of the members.

The First Vice President shall have such powers and shall perform such duties as are or shall be prescribed by the Bylaws, the Board of Directors, or the President, In the case of disability of the President to perform his duties, or his absence from any meeting where his presence would be required, the First Vice President shall perform the duties of the President during the continuance of such disability or absence. If the office of the President shall become vacant, the First Vice President shall thereupon become President of the Association for the unexpired term. Such service shall not affect the First Vice President's being nominated for the office of President of the Association at the next Annual Meeting in accordance with the provisions of Article X of these Bylaws.

The Second Vice President shall have such powers and shall perform such duties as are or shall be prescribed by the Bylaws, the Board of Directors, or the President. In case of the disability of the First Vice President to perform his duties, or his absence from any meeting where his presence would be required the Second Vice President shall perform the duties of the First Vice President during the continuance of such disability or absence. If the office of the First Vice President shall become vacant, the Second Vice President shall thereupon become the First Vice President of the Association for the unexpired term. Such service shall not affect the Second Vice President's being nominated for the office of First Vice President at the next Annual Meeting in accordance with Article X of these Bylaws.

The Secretary shall keep a record of the minutes of all meetings of the Board of Directors and the Association, showing the time, place of holding, whether regular or special; if special, how authorized, notice given, names of Directors present at Board meetings, and the proceedings of such meetings. The Secretary shall also perform such other duties as directed by the Board of Directors, the Bylaws, or the President.

The Treasurer shall have custody of all money and funds, general, special and trust, of the Association; and shall keep or cause to be kept adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, receipts, and disbursements. He shall disburse all funds upon vouchers regularly certified by three (3) members of the Board of Directors.

The Secretary and Treasurer shall make monthly reports to the President and the Board of Directors. The Treasurer shall have an annual report to be distributed at the annual meeting to all members.

The Board of Directors shall authorize the Treasurer to reimburse the Officers for all reasonable and necessary expenses incident to the performance of their office. The Board of Directors shall determine when a bond is required of the Treasurer.

The President, First Vice President, and Second Vice President shall be elected for a term of one year but may be eligible for re-election for one additional term or until their successors are duly elected and qualified.

The Secretary and Treasurer shall be elected for a term of one year, but may be eligible for re-election indefinitely or until their successors are duly elected and qualified.

ARTICLE VII

THE BOARD OF DIRECTORS

The Board of Directors shall be the governing body of the association and shall be composed of the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, and six (6) Directors. The six (6) Directors shall be elected as follows; Two (2) Directors shall be elected for a one year term. Two (2) Directors shall be elected for a two year term. Two (2) Directors shall be elected for a three year term.

Thereafter, full term elections shall be for a term of three years. Vacancies among the six (6) elected Directors shall be filled by appointment by the Board of Directors until the next Annual Meeting, at which time, elections shall be held for the remaining terms of the vacated Directorships. The immediate Past President shall be an ex-officio member of the board. If for any reason a Past President's membership on the Board of Directors becomes temporarily or permanently vacant, the President shall appoint the next most immediate Past President who is capable of performing the duties of an acting member of the Board. In case a question of capability of performance of duties arises, the Board shall make that determination. The President shall make such appointment within thirty (30) days after said vacancy. The Board shall determine when said temporary incapacitation ends.

The Board of directors shall be charged with the responsibility of carrying out the policies adopted by the members.

The Board shall have the power to invest, appropriate, and expense the monies thereof.

The Board of Directors shall have no power to make any contracts which are binding personally on any member of the Association.

The Board of Directors shall have the authority to suspend or temporarily remove by a two-thirds (2/3) majority vote any Officer or member of the Association for inefficiency, bad conduct, or disloyalty to the Association.

The Board of Directors shall have the power and duty to appoint replacements for any Officer or Director, except as provided by Article VI, permanently or temporarily vacating his or her office for any reason. Such appointment shall not be for a term extending beyond the next annual election.

The President of the Association shall be Chairman of the Board of Directors and shall preside at all meetings, regular or special.

ARTICLE VIII

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall meet at least three times each year. Fifty percent of the members of the Board of Directors shall constitute a quorum at any regular special meeting. An affirmative vote of a majority present and voting at an official meeting shall be binding on all members.

Special meetings of the Board of Directors may be called by the President. Special meetings may also be called by two officers or by three Directors by filing a written petition with the President at least thirty (30) days prior to the stated date of the special meeting. The petition for, and notice of, any special meeting must contain the date and agenda of said meeting.

Decisions of the Board of Directors may be arrived at in meetings or, at the discretion of the President, or by telephone. In the latter case an affirmative vote of the majority of those voting shall be binding. Mail ballots shall be valid and counted only if received by the Secretary on or before the return date so specified thereon.

ARTICLE IX

ANNUAL MEETING

The annual meeting of the members shall be held during the month of June of each year. The exact date and place shall be determined by the Board of Directors and it shall be the duty of the Secretary to mail a notice of such meeting to all members at least thirty (30) days prior to the annual meeting. In the event of an official bulletin or periodical is issued by the Association, and a copy is mailed to each member in accordance with the above time limit, then the notice of the Annual Meeting may be published in such bulletin or periodical in lieu of such notice from the Secretary. The notice shall state the exact date and place of the Annual Meeting as well as the tentative agenda. Parliamentary procedure at the Annual Meeting shall be conducted in accordance with ROBERT’S RULES OF ORDER REVISED, unless otherwise provided for by the rules of the Annual Meeting as approved by a majority of the members present and voting.

ARTICLE X

ELECTIONS OF OFFICERS

The Nominating Committee shall meet after their appointment, receiving recommendations from prospective candidates, and proceed to select at least one candidate for each office.

It shall be the duty of the Nominating Committee to report its recommendations to the members assembled. Nominations may be made from the floor for any elective office.

All nominees must be members for two years in good standing in the Association at the time of their nomination. It shall be the duty of the President to appoint three members who are not Officers or nominees for office, to act as Clerk and Tellers of the election. After all nominations for a specific office have been made and closed, it shall be the duty of the Secretary to issue official ballots. The members shall deposit their ballots in an unmarked ballot box. The Clerk and Tellers of the election shall count the ballots openly and report their findings to the President, who shall immediately announce the results of the vote to the members.

In the event there is only one nominee for a specific office, a motion shall be in order for the Secretary to cast a unanimous ballot for that nominee, (or a voice vote may be taken).

ARTICLE XI

COMMITTEES

It shall be the duty of the President, within thirty (30) days following the close of the Annual Meeting to appoint a Chairman for the following committees unless otherwise provided in the Bylaws:

Bylaws, Ethics and Grievances

Editorial and Public Relations

Education and Seminars

Legislative

Membership

Nominating

The President may also appoint subcommittees and special committees if, in his opinion, the affairs of the Association may thus be handled in a more efficient and satisfactory manner.

It shall be the duty of the President to issue specific instructions to the chairman of each committee advising him as to the scope and limitations of the activities of his committee.

It shall be the duty of the newly elected President at the close of the Annual Meeting to appoint an Audit Committee consisting of two members of the Association not now serving as an Officer or Director of the Association or having served as such in the prior fiscal year. The financial statements of the prior fiscal year shall be completed within ninety (90) days after the closing of the Annual Meeting. The level of service rendered on the treasurer's report shall be determined by the audit committee.

ARTICLE XII

AMENDMENTS TO BYLAWS

The Association members alone may amend these Bylaws and the Constitution of the Association by a two-thirds (2/3) majority of the members present and voting at the Annual Meeting.

No amendment to the Constitution and Bylaws shall be considered unless a copy of the same shall have been submitted to the Constitution and Bylaws Committee, and a notice of intention to offer said amendments shall be sent to all members by the Bylaws Committee, at least thirty (30) days prior to the meeting at which they are to be voted upon.

Unless otherwise stated, all amendments to the Bylaws shall be effective immediately upon their adoption.

ARTICLE XIII

CODE OF ETHICS

It shall be the duty of the Board of Directors, upon recommendation of the Committee on Ethics and Grievances, to approve and publish a Code of Ethics and Rules of Professional Conduct.

ARTICLE XIV

REPORTS AND PUBLICATIONS

An annual report shall be made to the membership as soon as possible following the Annual Meeting. It shall contain annual reports of Officers, a summary of the proceedings of the Annual Meeting, and such other information as is deemed pertinent.

ARTICLE XV

FISCAL YEAR

The fiscal year of the Maine Association of Professional Accountants shall end on the thirtieth day of June each year.

ARTICLE XVI

SEAL AND OFFICIAL DOCUMENT

The corporation seal shall be inscribed with the words "Maine Association of Professional Accountants, 1976". All official certificates and documents shall have affixed the President's and Secretary's signature and corporation seal and be properly dated.